<SUBMISSION>
<ACCESSION-NUMBER>0001021408-02-010180
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>5
<FILING-DATE>20020806
<EFFECTIVENESS-DATE>20020806
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AES CORPORATION
<CIK>0000874761
<ASSIGNED-SIC>4991
<IRS-NUMBER>541163725
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-97707
<FILM-NUMBER>02720421
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1001 N 19TH ST
<STREET2>STE 2000
<CITY>ARLINGTON
<STATE>VA
<ZIP>22209
<PHONE>7035221315
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>ds8.txt
<DESCRIPTION>FORM S-8
<TEXT>
<PAGE>

     As filed with the Securities and Exchange Commission on August 6, 2002
                                                Registration No. 333- __________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            -------------------------

                               THE AES CORPORATION
             (Exact name of Registrant as specified in its charter)

                Delaware                                54-1163725
    (State or other jurisdiction                    (I.R.S. Employer
  of incorporation or organization)              Identification Number)

                             1001 North 19th Street
                            Arlington, Virginia 22209
                    (Address of Principal Executive Offices)

                               The AES Corporation
                     Profit Sharing and Stock Ownership Plan
                            (Full title of the plan)

                                                      Copy to:

            Barry J. Sharp                    John McGrady III, Esquire
     Executive Vice President and                Buchanan Ingersoll
        Chief Financial Officer               Professional Corporation
         The AES Corporation                      One Oxford Centre
        1001 North 19th Street               301 Grant Street, 20th Floor
      Arlington, Virginia 22209           Pittsburgh, Pennsylvania 15219-1410
           (703) 552-1315                          (412) 562-8800
   (Name and address, including zip
      code, and telephone number
        of agent for service)

                             ----------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
                                                   Proposed Maximum    Proposed Maximum      Amount of
    Title of Securities            Amount to be     Offering Price   Aggregate Offering   Registration
      to be Registered              Registered       Per Share (1)          Price              Fee
--------------------------------------------------------------------------------------------------------
<S>                             <C>                <C>               <C>                  <C>
Common Stock, par value $0.01    7,500,000(2)(3)         $2.05            $15,375,000        $1,414.50
========================================================================================================
</TABLE>
(1) Pursuant to Rule 457(h) of the Securities Act of 1933, and solely for the
purpose of calculating the registration fee, the proposed maximum offering price
per share is based on the average of the high and low sales prices of the Common
Stock on the New York Stock Exchange on July 31, 2002.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to The AES Corporation Profit Sharing
and Stock Ownership Plan (the "Plan").
(3) If, as a result of stock splits, stock dividends or similar transactions,
the number of securities purported to be registered by this Registration
Statement changes, the provisions of Rule 416 under the Securities Act shall
apply to this Registration Statement, and this Registration Statement shall be
deemed to cover the additional securities resulting from the split of, or the
dividend on, the securities covered by this Registration Statement.

===============================================================================
         The Exhibit Index for this Registration Statement is at page 7.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Securities Act"), and the Note to
Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents have been filed with the Commission by The AES
Corporation, a Delaware corporation (the "Company"), and are incorporated herein
by reference and made a part hereof:

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, the Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2002, the Company's Current Report on Form 8-K for the
event dated April 25, 2002, and the Company's Current Report on Form 8-K for the
event dated July 25, 2002;

         (b) The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 2001, each filed pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act");

         (c) All other reports filed by the Company and the Plan pursuant to
Section 13 (a) or 15(d) of the Exchange Act since December 31, 2001; and

         (d) The description of the Company's Common Stock, par value $.01 per
share, contained in the Company's Registration Statement on Form 8-A
(Registration No. 0-19281 filed on October 9, 1996), as amended by Amendment No.
1 on Form 8-A/A to the Company's Registration Statement on Form 8-A (filed on
October 10, 1996), including any amendments or reports filed for the purpose of
updating such description.

         All documents subsequently filed by the Company and the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment that indicates that all securities offered
pursuant to this Registration Statement have been sold or that deregisters all
securities then remaining unsold, shall also be deemed to be incorporated by
reference herein and to be a part hereof from the dates of filing of such
documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration


                                       -1-

<PAGE>

Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Under the Company's By-Laws, and in accordance with Section 145 of the
Delaware General Corporation Law (the "GCL"), the Company shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than any action or suit by or
in the right of the Company to procure a judgment in its favor, which is
hereinafter referred to as a "derivative action") by reason of the fact that
such person is or was a director, officer or employee of the Company, or is or
was serving in such capacity or as agent at the request of the Company for
another entity, to the full extent authorized by Delaware law, against expenses
(including, but not limited to, attorneys' fees), judgments, fines and amounts
actually and reasonably incurred in connection with the defense or settlement of
such action, suit or proceeding if such person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe was unlawful. Agents of the
Company may be similarly indemnified, at the discretion of the Board of
Directors.

         Under Section 145 of the GCL, a similar standard of care is applicable
in the case of derivative actions, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with the defense or
settlement of such an action and then, where the person is adjudged to be liable
to the Company, only if and to the extent that the Court of Chancery of the
State of Delaware or the court in which such action was brought determines that
such person is fairly and reasonably entitled to such indemnity and only for
such expenses as the court shall deem proper.

         Pursuant to the Company's By-Laws, a person eligible for
indemnification may have the expenses incurred in connection with any matter
described above paid in advance of a final disposition by the Company. However,
such advances will only be made upon the delivery of an undertaking by or on
behalf of the indemnified person to repay all amounts so advanced if it is
ultimately determined that such person is not entitled to indemnification.

         In addition, under the Company's By-Laws, the Company may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Company or of another corporation against any liability
asserted against and incurred by such person in such capacity, or arising out of
the person's status as such whether or not the Company


                                       -2-

<PAGE>

would have the power or the obligation to indemnify such person against such
liability under the provisions of the Company's By-Laws.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following is a list of exhibits filed as part of this Registration
Statement.

<TABLE>
<CAPTION>
       Exhibit No.                               Description                                 Method of Filing
       -----------                               -----------                                 ----------------
<S>                        <C>                                                         <C>
           5.1             Opinion of Buchanan Ingersoll Professional Corporation             Filed herewith.
                           regarding legality of the securities being registered

          23.1             Independent Auditors' Consent                                      Filed herewith.

          23.2             Independent Auditors' Consent                                      Filed herewith.

          23.3             Consent of Buchanan Ingersoll Professional Corporation     (included in its opinion filed
                                                                                          as Exhibit 5.1 hereto)

          24.1             Power of Attorney                                                  Filed herewith.
</TABLE>

         The Company hereby undertakes that it will submit or has submitted the
Plan and any amendments thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan.

Item 9.  Undertakings.

         The Company hereby undertakes:

(a) (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

                  (i) to include any prospectus required by Section 10(a)(3) of
                  the Securities Act;

                  (ii) to reflect in the prospectus any facts or events arising
                  after the effective date of this Registration Statement (or
                  the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in this Registration
                  Statement; and

                  (iii) to include any material information with respect to the
                  plan of distribution not previously disclosed in this
                  Registration Statement or any material change to such
                  information in this Registration Statement; provided, however,
                  that


                                       -3-

<PAGE>

                  paragraphs (i) and (ii) above do not apply if the information
                  required to be included in a post-effective amendment by those
                  paragraphs is contained in periodic reports filed by the
                  registrant with or furnished to the Commission pursuant to
                  Section 13 or Section 15(d) of the Exchange Act that are
                  incorporated by reference in this Registration Statement.

         (2) That, for the purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b) That, for purposes of determining any liability under the Securities Act,
each filing of the Company's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                       -4-

<PAGE>

                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Arlington, Commonwealth of Virginia, on this 6th day
of August, 2002.

                                        THE AES CORPORATION

                                        By:  /s/ William R. Luraschi
                                            ------------------------------------
                                            William R. Luraschi,
                                            Senior Vice President

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 5th day of August, 2002.

SIGNATURE                   TITLE
---------                   -----

  *                         Chairman of the Board and Director
-------------------------
Roger W. Sant

  *                         President, Chief Executive Officer and Director
-------------------------   (Principal Executive Officer)
Paul T. Hanrahan

  *                         Director
-------------------------
Dennis W. Bakke

  *                         Director
-------------------------
Richard Darman

  *                         Director
-------------------------
Dr. Alice F. Emerson

  *                         Director
-------------------------
Robert F. Hemphill, Jr.

  *                         Director
-------------------------
Frances Jungers

  *                         Director
-------------------------
Philip Lader

  *                         Director
-------------------------
John H. McArthur

  *                         Director
-------------------------
Hazel R. O'Leary

                                       -5-

<PAGE>


  *                         Director
-------------------------
Thomas I Unterberg

  *                         Director
-------------------------
Robert H. Waterman, Jr.

  *                         Director
-------------------------
Philip Lader

  /s/ Barry J. Sharp        Vice President and Chief Financial Officer
-------------------------   (Principal Financial and Accounting Officer)
Barry J. Sharp


         *By: /s/ Barry J. Sharp
              ---------------------
              Barry J. Sharp
              Attorney-in-fact

         The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the Plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, on this 5th day of August, 2002.

                                        THE AES CORPORATION PROFIT SHARING
                                        AND STOCK OWNERSHIP PLAN

                                        By:  /s/ Barry J. Sharp
                                           ------------------------------------
                                           on behalf of the
                                           Plan Administrator


                                       -6-

<PAGE>

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
       Exhibit No.                               Description                                Method of Filing
       -----------                               -----------                                ----------------
<S>                        <C>                                                       <C>
           5.1             Opinion of Buchanan Ingersoll Professional Corporation            Filed herewith.
                           regarding legality of the securities being registered

          23.1             Independent Auditors' Consent                                     Filed herewith.

          23.2             Independent Auditors' Consent                                     Filed herewith.

          23.3             Consent of Buchanan Ingersoll Professional Corporation    (included in its opinion filed
                                                                                         as Exhibit 5.1 hereto)

          24.1             Power of Attorney                                                 Filed herewith.
</TABLE>


                                       -7-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>dex51.txt
<DESCRIPTION>OPINION OF BUCHANAN INGERSOLL
<TEXT>
<PAGE>

                                                                     Exhibit 5.1

            [BUCHANAN INGERSOLL PROFESSIONAL CORPORATION LETTERHEAD]

                                 August 6, 2002

Board of Directors
The AES Corporation
1001 North 19th Street
Arlington, Virginia 22209

Ladies and Gentlemen:

         We have acted as counsel to The AES Corporation, a Delaware corporation
(the "Corporation"), in connection with the proposed issuance by the Corporation
of up to 7,500,000 shares of the Corporation's common stock (the "Common
Stock"), pursuant to the terms of The AES Corporation Profit Sharing and Stock
Ownership Plan (the "Plan").

         In connection with such proposed issuance, we have examined the Plan,
the Certificate of Incorporation of the Corporation, as amended and restated,
the By-laws of the Corporation, as amended, the relevant corporate proceedings
of the Corporation, the Registration Statement on Form S-8 covering the issuance
of the Common Stock, and such other documents, records, certificates of public
officials, statutes and decisions as we consider necessary to express the
opinions contained herein. In the examination of such documents, we have assumed
the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformity to those original documents of
all documents submitted to us as certified or photostatic copies.

         Based on the foregoing, we are of the opinion that when the
Registration Statement shall have been declared effective by order of the
Securities and Exchange Commission and when the Common Stock has been duly
issued and delivered pursuant to the terms of the Plan, such shares of Common
Stock will be validly issued, fully paid and non-assessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                        Very truly yours,

                                        BUCHANAN INGERSOLL
                                        PROFESSIONAL CORPORATION

                                        By: /s/ Ronald Basso
                                            -------------------------------
                                            Ronald Basso


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>dex231.txt
<DESCRIPTION>INDEPENDENT AUDITORS' CONSENT
<TEXT>
<PAGE>

                                                                    Exhibit 23.1


INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
The AES Corporation on Form S-8 of our reports dated February 5, 2002
(February 6, 2002 as to paragraph 9 of Note 4, and March 21, 2002 as to
paragraph 7 of Note 6) and June 7, 2002, appearing in the Annual Report on Form
10-K of The AES Corporation for the year ended December 31, 2001 and in the
Annual Report on Form 11-K of The AES Corporation Profit Sharing and Stock
Ownership Plan for the year ended December 31, 2001, respectively.

DELOITTE & TOUCHE

McLean, Virginia
August 5, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>5
<FILENAME>dex232.txt
<DESCRIPTION>INDEPENDENT AUDITORS' CONSENT
<TEXT>
<PAGE>

                                                                    Exhibit 23.2



INDEPENDENT AUDITORS' CONSENT

         As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of The AES Corporation
on Form S-8 of our report dated January 18, 2002, except with respect to the
recently instituted free floating exchange note system in Venezuela, as to which
the date is February 20, 2002, covering C.A. La Electricidad de Caracas and
Corporation EDC, C.A. and their subsidiaries for the year ended December 31,
2001, included in the annual report filed on Form 10-K of the AES Corporation
for the year ended December 31, 2001.

PORTA, CACHAFEIRO, LARIA Y ASOCIADOS
A Member Firm of Andersen

/s/ Hector L. Gutierrez D.
Public Accountant CPC No. 24,321

Caracas, Venezuela
July 31, 2002


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>6
<FILENAME>dex241.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<PAGE>

                                                                    Exhibit 24.1

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below, acting in the capacity or capacities stated opposite their respective
names, hereby constitute and appoint PAUL T. HANRAHAN, BARRY J. SHARP and
WILLIAM R. LURASCHI and each of them severally, such persons true and lawful
attorneys-in-fact with full power to them and each of them to approve and sign
for and in the name of the undersigned in the capacities indicated below the
Registration Statement relating to the plan interests and shares of Common
Stock, par value $.01 per share, of The AES Corporation, a Delaware corporation,
issuable or deliverable under The AES Corporation Profit Sharing and Stock
Ownership Plan (the "Plan"), any and all exhibits, amendments and supplements
thereto, and any other documents necessary, appropriate or desirable in
connection therewith, and to file the same and to do and perform each and every
act and thing necessary, appropriate or desirable in connection therewith.

         This Power of Attorney may be executed in one or more counterparts,
each of which together shall constitute one and the same instrument.

        SIGNATURE                   TITLE                              DATE
        ---------                   -----                              ----
  /s/ Roger W. Sant            Chairman of the Board and          July 29, 2002
-----------------------------  Director
Roger W. Sant

  /s/ Paul T. Hanrahan         President, Chief Executive         July 29, 2002
-----------------------------  Officer and Director (Principal
Paul T. Hanrahan               Executive Officer)

  /s/ Dennis W. Bakke          Director                           July 29, 2002
-----------------------------
Dennis W. Bakke

  /s/ Richard Darman           Director                           July 29, 2002
-----------------------------
Richard Darman

  /s/ Alice F. Emerson         Director                           July 29, 2002
-----------------------------
Alice F. Emerson

 /s/ Robert F. Hemphill, Jr.   Director                           July 29, 2002
-----------------------------
Robert F. Hemphill, Jr.

  /s/ Frances Jungers          Director                           July 29, 2002
-----------------------------
Frances Jungers

  /s/ Philip Lader             Director                           July 29, 2002
-----------------------------
Philip Lader

<PAGE>

  /s/ John H. McArthur         Director                           July 29, 2002
-----------------------------
John H. McArthur

  /s/ Hazel R. O'Leary         Director                           July 29, 2002
-----------------------------
Hazel R. O'Leary

  /s/ Thomas I. Unterberg      Director                           July 29, 2002
-----------------------------
Thomas I. Unterberg

 /s/ Robert H. Waterman, Jr.   Director                           July 29, 2002
-----------------------------
Robert H. Waterman, Jr.

  /s/ Barry J. Sharp           Vice President and Chief           July 29, 2002
-----------------------------  Financial Officer (Principal
Barry J. Sharp                 Financial and Accounting
                               Officer)



</TEXT>
</DOCUMENT>
</SUBMISSION>
